Directors Report of Rashi Peripherals Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the Thirty-Sixth Annual Report together with the Audited Financial Statements of
the Company for the financial year ended on March 31, 2025.

FINANCIAL RESULTS:

The summary of financial performance of the Company for the year under review is given below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,32,578.07	1,07,309.95	1,37,727.33	1,10,946.98
Other Income	594.79	163.26	606.43	143.97
Profit/ (Loss) Before Depreciation & Tax	2,765.26	1,927.11	2,833.87	2,001.53
Less: Depreciation	156.43	173.22	172.40	188.79
Profit Before Tax	2,608.83	1,753.89	2,661.47	1,812.74
Add: Exceptional Items	-	-	25.96	103.82
Profit after exceptional items	2,608.83	1,753.89	2,687.43	1,916.56
(Less)/Add: Provision for Taxation
Current Tax	(673.34)	(455.11)	(679.67)	(464.29)
Deferred Tax	13.28	29.34	12.17	(19.45)
Short/Excess provision of Income Tax	77.49	5.76	77.23	5.76
Profit After Tax	2,026.26	1,333.88	2,097.16	1,438.58
Other Comprehensive Income	(13.96)	(40.91)	(13.28)	(39.33)
Total Comprehensive Income for the Year	2,012.30	1,292.97	2,083.88	1,399.25

OPERATIONS/ STATE OF COMPANY''S AFFAIRS
Standalone Performance

Revenue from operations for the financial year ended March
31, 2025 was T1,32,578.07 Million (T 1,07,309.95 Million in
FY 2023-24), an increase of 23.55% over the previous year.
The Company has made a profit after tax of T 2,026.26 Million
for the financial year ended March 31, 2025 (T 1,333.88 Million
in FY 2023-24), an increase of 51.91% over the previous year.

Consolidated Performance

Revenue from operations for the financial year ended March
31, 2025 was T1,37,727.33 Million (T 1,10,946.98 Million in
FY 2023-24), an increase of 24.14% over the previous year.
The Company has made a profit after tax T 2,097.16 Million for
the financial year ended March 31, 2025 (T 1,438.58 Million in
FY 2023-24), an increase of 45.78 % over the previous year.

TRANSFER TO GENERAL RESERVES

During the financial year under review, T 1,500 Million has
been transferred to General reserves of the Company.

DIVIDEND

The Board of Directors are pleased to recommend a
final dividend of T 2/- (Rupees Two only) per equity
share of face value of T 5/- each (i.e. 40%) for the

financial year 2024-25. The above dividend will absorb
T 131.80 Million if approved at the ensuing Annual General
Meeting (“AGM”) of the Company.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) is available on the Company''s
website at https://rptechindia.com/media/fileupload/9d.
Dividend Distribution Policy.pdf.

SHARE CAPITAL

During the year under review, there was no change in the
Authorised, Issued, Subscribed and Paid-up Share Capital
of the Company.

As at March 31, 2025, the Authorised Share Capital of the
Company was T 35,00,00,000/- divided into 7,00,00,000
equity shares having face value of T 5/- each. The Issued,
Subscribed and Paid-up Share Capital of the Company was
T 32,94,98,325/- divided into 6,58,99,665 equity shares of
face value of T 5/- each.

EMPLOYEE STOCK OPTIONS

The Company has formulated Rashi Peripherals Employee
Stock Option Scheme, 2022 (“ESOP Scheme 2022/ ESOP
Scheme”).

In terms of Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, (“SEBI (SBEB) Regulations, 2021”)
the disclosures with respect to the ESOP Scheme have been
provided on the website of the Company at www.rptechindia.
com/investor.

The certificate from Secretarial Auditor, M/s. Ragini
Chokshi & Co., Practicing Company Secretaries, confirming
implementation of the ESOP Scheme in accordance with the
SEBI (SBEB) Regulations, 2021 will be available for inspection
of the shareholders at the ensuing Annual General Meeting
(AGM).

Rashi Peripherals Employee Stock Option Scheme, 2022
(“ESOP Scheme 2022/ ESOP Scheme”) was duly approved
by the Members vide Special Resolution dated September
23, 2022 and further modification was approved vide Special
Resolution dated September 29, 2023. Post listing of equity
shares of the Company, the ESOP Scheme 2022 was further
modified by passing Special Resolution at the AGM held
on September 17, 2024. As required, under SEBI (SBEB)
Regulations, 2021, the Pre-IPO ESOP Scheme 2022 was
ratified by Special Resolution through postal ballot passed
on February 14, 2025.

The Company has obtained In-principle approval from the
National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) on May 30, 2025 for listing of upto a maximum
of 32,94,983 equity shares of Rs. 5/- each to be allotted to
the employees of the Company under the Rashi Peripherals
Employee Stock Option Scheme, 2022 (''ESOP Scheme 2022/
ESOP Scheme'') of the Company. The Company has not
granted any stock options as on March 31, 2025.

The Nomination and Remuneration Committee (“NRC”) of
the Board of Directors of the Company at its meeting held
on June 24, 2025, had approved the grant of upto 16,20,043
Stock Options under the ESOP Scheme 2022 to the eligible
employees of the Company.

CREDIT RATING

During the year, CRISIL a Credit Rating Agency has, assigned
its ratings on the bank facilities of the Company, the details
of which are as follows:

Type of Instruments	Ratings
Long Term Rating	CRISIL AA-/Stable (Upgraded from ''CRISIL A /POSITIVE'')
Short Term Rating	CRISIL A1 (Upgraded from ''CRISIL A1'')

MATERIAL CHANGES AND COMMITMENTS OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE
OF THE REPORT

There have been no material changes and commitments,
affecting the financial position of the Company, which have
occurred between the end of the financial year dated March
31, 2025 and the date of the report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board has laid down Code of Conduct for the Company''s
Board of Directors and the Senior Management Personnel
as per Regulation 17(5) of the Listing Regulations, which is
available on Company''s website at https://www.rptechindia.
com/media/fileupload/Code of Conduct for Board of
Directors and Senior Management Personnel.pdf.

Appointment and Cessation of Directors

Dr. Anil Khandelwal (DIN: 00005619) had been appointed as
an Independent Director of the Company, not liable to retire by
rotation, for a period of five (5) years with effect from May 24,
2024 to May 23, 2029, the said appointment was approved
by members of the Company by Special Resolution through
Postal Ballot passed on August 3, 2024.

In accordance with Section 152 of the Companies Act,
2013 (“the Act”), Mr. Keshav Krishna Kumar Choudhary
(DIN: 08761927), Whole-time Director of the Company, retires
at the ensuing Annual General Meeting of the Company and
being eligible, offers himself for re-appointment along with
other required details, which forms part of the Notice of the
ensuing 36^th AGM.

Key Managerial Personnel (‘KMP'')

In terms of the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 ("the Act”), the following are the KMPs
of the Company:

Sr. No.	Name of the KMPs	Designation
1.	Mr. Krishna Kumar Choudhary	Chairman & Whole-time Director
2.	Mr. Sureshkumar Pansari	Vice-Chairman & Whole¬ time Director
3.	Mr. Kapal Suresh Pansari	Managing Director
4.	Mr. Keshav Krishna Kumar Choudhary	Whole-time Director
5.	Mr. Rajesh Goenka	Chief Excecutive Officer (CEO)
6.	Mr. Himanshu Kumar Shah	Chief Financial Officer (CFO)
7.	Mr. Navin Agarwal	Vice-President (VP) - Accounts & Finance
8.	Ms. Hinal Shah*	Company Secretary
9.	Mr. Tejas Vyas*	Compliance Officer

*Mr. Tejas Vyas, a qualified Company Secretary was appointed as
the Compliance Officer and KMP of the Company in place of Ms. Hinal
Shah w.e.f. 13.02.2025. Further, Ms. Hinal Shah continues to be the
Company Secretary and KMP of the Company.

Declarations from Independent Directors

Pursuant to the applicable provisions, the Independent
Directors have submitted declarations that each of them

meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 (“the Act”) along with
rules framed thereunder and Regulation 16(1)(b) of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”). There has been no change in the
circumstances affecting their status as Independent Directors
of the Company.

In terms of Regulation 25(8) of SEBI Listing Regulations,
Independent Directors have confirmed that they are not
aware of any circumstance or situation which exists or may
reasonably be anticipated that could impair or impact their
ability to discharge their duties with their objective and
independent judgement and without any external influence.

The Board of Directors are of the opinion that the Independent
Directors of the Company possess requisite qualification,
knowledge, acumen, expertise and experience (including
proficiency) in their respective fields and that they hold
high standards of integrity. All Independent Directors of
the Company have registered their names in the data bank
maintained with the Indian Institute of Corporate Affairs in
terms of the provisions of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Familiarization Programme for Independent Directors

Details of Familiarization Programme for the Independent
Directors are provided separately in the Corporate
Governance Report which forms part of this Annual Report.
Further, at the time of the appointment of an Independent
Director, the Company issues a formal letter of appointment
outlining his/her role, function, duties and responsibilities.
The format of the letter of appointment is available on the
Company''s website at www.rptechindia.com/investor.

Pecuniary Relationship of Non-Executive Directors

During the financial year under review, the Non-Executive
Directors of the Company had no pecuniary relationship or
transactions with the Company, other than being in receipt
of sitting fees for the purpose of attending meetings of the
Board/Committees of Board of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Five (5) meetings of the Board of Directors were held during
the year. Details of the meetings of the Board are referred in
the Corporate Governance Report, which forms part of this
Annual Report.

COMMITTEE(S) OF BOARD

As on the date of this report, the Board has the
following committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders'' Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

All the recommendations made by the Board Committees,
including the Audit Committee, were accepted by the Board.

The details of composition, terms of reference, number of
meetings held during the year, attendance there at and other
details pertaining to these committees are mentioned in the
Corporate Governance Report.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations. It
is committed in conducting its business in accordance with
the highest standards of professionalism and ethical conduct
in line with the best governance practices. To maintain these
standards, the Company encourages its employees who
have concerns about suspected misconduct to come forward
and express these concerns without fear of punishment or
unfair treatment.

The Company has a Vigil Policy and Whistle Blower
Mechanism in Compliance with the provisions of Section
177(9) and (10) of the Act and Regulation 22 of the SEBI
Listing Regulations. The said Policy formulated by the
Company provides a channel to the employees and Directors
to report to the management, concerns about unethical
behaviour, actual or suspected fraud or violation of the codes
of conduct or policy. The mechanism provides for adequate
safeguards against victimization of employees and Directors
to avail the mechanism and also provide for direct access to
the Chairperson of the Audit Committee in appropriate cases.
The policy is placed on website of the Company at the
weblink: https://www.rptechindia.com/media/fileupload/
Vigil Policy and Whistle Blower Mechanism.pdf.

During the year under review, the Company has not received
any complaints under the Policy. It is affirmed that no
personnel has been denied access to the Audit Committee.

REMUNERATION POLICY

The Company has a well-defined Remuneration Policy of
the Directors, Key Managerial Personnel (KMPs) and other
Employees. This policy is available on the website of the
Company and can be accessed in the Corporate Governance
section at the weblink: https://www.rptechindia.com/media/
fileupload/Remuneration Policy of Directors KMPs and
other Emplovees.pdf.

There has been no change in the policy since the last fiscal
year. It is affirmed that the remuneration paid to the Directors
is as per the terms laid out in the remuneration policy of
the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that:

(i) i n the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed and there are no
material departures;

(ii) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the

Company at the end of the financial year of the Company
for that period;

(iii) the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going
concern basis;

(v) the Directors have laid down internal financial controls to
be followed by the Company and such internal financial
controls are adequate and operating effectively; and

(vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the internal financial control framework and
compliance systems established and maintained by the
Company, along with the work carried out by internal
and statutory auditors, external consultants and reviews
conducted by management and relevant Board committees,
including the Audit Committee, the Board is of the opinion
that the Company''s internal financial controls were adequate
and effective throughout the financial year 2024-25.

The Company remains vigilant in addressing evolving cyber
security threats to its IT systems. Internal Audit continues
to monitor and assess the effectiveness and adequacy
of internal controls, ensuring compliance with operating
systems, accounting procedures and policies across all
locations. Periodic reports on the status of these controls,
along with recommended corrective actions where necessary,
are placed before the Audit Committee for review.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/
ASSOCIATES

As on March 31, 2025 the Company has two
non-material subsidiaries:

The names and the details of business carried on by the
Subsidiaries of the Company are as follows:

1) Znet Technologies Private Limited¹: The Indian
Subsidiary Company Znet Technologies Private Limited
is engaged in the business of cloud services offering
cloud infrastructure and managed services.

2) Rashi Peripherals Pte. Ltd: The Foreign Subsidiary
based at Singapore, Rashi Peripherals Pte. Ltd is
engaged in Distribution of Information & Communication
Technology Products.

A Statement in e-Form AOC-1 containing the salient features
of the financial statements of the Subsidiary Companies, Znet
Technologies Private Limited and Rashi Peripherals Pte. Ltd,
Singapore are attached as Annexure I.

The Audited Consolidated Financial Statements of the
Company for the financial year ended March 31, 2025,
consisting of operations of the Company and its subsidiaries,
Znet Technologies Private Limited and Rashi Peripherals Pte.
Ltd have been attached with the Annual Report.

The Company will also make these documents available
upon request by any Member of the Company interested in
obtaining copy of the same. The separate audited financial
statements for financial year ended March 31, 2025 in respect
of Znet Technologies Private Limited and Rashi Peripherals
Pte. Ltd are also available on the website of the Company at
www.rptechindia.com/investor.

FOREIGN BRANCH OFFICE

The Company has Branch office at Singapore. The
branch was fully operational during the year with
satisfactory performance.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Act, the Annual Return of the Company as at
March 31, 2025 is uploaded on the website of the Company
at www.rptechindia.com/investor.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, M/s. Pipara
& Co. LLP, Chartered Accountants (ICAI Registration No.:
107929W), were appointed as Joint Statutory Auditors of the
Company for a second term of five years from financial year
2022-23 till financial year 2026-27 i.e. till the conclusion of
38^th AGM and M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants (ICAI Registration No.: 104607W) were
appointed as Joint Statutory Auditors of the Company for first
term of five years from financial year 2021-2022 till financial
year 2025-26 i.e. till the conclusion of 37^th AGM .

The Joint Statutory Auditors have confirmed that they are not
disqualified to act as Auditors and are eligible to hold office
as Joint Statutory Auditors of the Company for the financial
year 2025-26.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks
or disclaimers made by M/s. Pipara & Co. LLP, Chartered
Accountants and M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants as Joint Statutory Auditors of the Company, in
their Audit report for the financial year ended March 31, 2025
and therefore no comments are required from the Directors
in this Report.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, the Joint Statutory
Auditors of the Company have not reported any instances
of fraud committed against the Company under the second
proviso of Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other
applicable provisions, if any, of the Companies Act, 2013,
M/s. Ragini Chokshi & Co., Practising Company Secretaries
were appointed as the Secretarial Auditor for auditing the
secretarial records of the Company for the financial year
2024-25. The Secretarial Auditors'' Report is annexed as
Annexure II.

The Secretarial Auditor''s Report does not contain any
qualifications, reservations, adverse remarks or disclaimers,
except that there was a delay in obtaining shareholders''
approval for the appointment of Non-Executive Independent
Director who has attained the age of seventy-five years.
However, the Company has taken requisite shareholders''
approval vide Special Resolution through postal ballot on
August 3, 2024 for the above-mentioned appointment.

As mentioned above, the Company has taken requisite
shareholders'' approval vide Special Resolution through
postal ballot on August 3, 2024 for the said appointment and
has paid the fine levied by the Stock Exchanges.

INTERNAL AUDITOR

The Company has appointed M/s. GMJ & Co., Chartered
Accountants as its Internal Auditor to evaluate the efficacy
and adequacy of internal control systems, compliances with
operating systems, accounting procedures and policies. The
Internal Auditor submits quarterly reports on the same.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable secretarial
standards (‘SS'') issued by the Institute of Company Secretaries
of India (‘ICSI'') and that such systems are adequate and
operating effectively.

COST RECORDS AND COST AUDIT

Maintenance of Cost Records and requirement of Cost Audit as
prescribed under Section 148(1) of the Act are not applicable
for the business activities carried out by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Information on Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required under
Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, is as under:

A. Conservation of energy:

During the year under review, the Company undertook
several eco-efficiency initiatives aimed at promoting
sustainability and reducing its carbon footprint. By
implementing best practices across its operations, the
Company enhanced environmental performance and
supported a safe return-to-office (RTO) environment.

(i) The steps taken or impact on conservation of energy:

During the year, the Company continued its efforts to
minimize wasteful electricity consumption by adopting
energy-efficient practices and monitoring systems
across its facilities.

(ii) The steps taken by the company for utilising alternate
sources of energy: The Company continuously keeps
itself updated with technological advancement in the
field of energy consumption and conversation and
adopt such new initiatives to the extent applicable on
its business.

(iii) The capital investment on energy conservation
equipments: None

B. Technology Absorption:

(i) Efforts made towards technology absorption during
the year under review:

Your Company remains committed to leveraging the
latest technologies to enhance the quality of its services.
The adoption of digitalisation, cloud computing,
virtualisation, and mobility has significantly improved
operational efficiency.

(ii) Benefits derived as a result of the above efforts,
e.g., product improvement, cost reduction, product
development, import substitution, etc.: These initiatives
led to the deployment of cutting-edge solutions across
multiple functions, enabling smooth integration of digital
technologies to foster innovation and boost productivity.

(iii) In case of imported technology (imported during
the last 3 years reckoned from the beginning of the
financial year): Not Applicable

(iv) Expenditure incurred on Research and Development:

Not Applicable

C. Foreign Exchange Earnings and Outgo:

During the year under review, Foreign Exchange Inflow
and Outflow are as follows:

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Foreign Exchange Inward
Exports- Goods (F.O.B.)	671.19	478.09
Exports- Services	31.67	38.49
Foreign Exchange Outgo
Import (CIF basis)	48,665.22	38,124.49
Traveling Expenses	4.38	4.09
Freight & other clearing charges	194.72	152.94

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board''s committees and individual directors was carried out pursuant
to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.
2	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, etc.
3	Board, its committees and individual directors	All Directors	Board composition and structure, effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information, etc. The assessment of Committees based on the terms of reference of the Committees.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
annexed as Annexure III.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2)
and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this
Board''s Report. Further, in terms of Section 136 of the Act,
the Annual Report and the Audited Financial Statements
are being sent to the Members and others entitled thereto,
excluding the aforesaid statement. The said statement is
available for inspection electronically by the Members of the
Company during business hours on working days up to the
date of the ensuing 36^th AGM. If any Member is interested
in obtaining a copy thereof, such Member may write to the
Company Secretary at [email protected].

DEPOSITS FROM PUBLIC

The Company has not accepted any amount falling within the
purview of provisions of Section 73 and 74 of the Companies
Act, 2013 (‘the Act'') read with the Companies (Acceptance of
Deposits) Rules, 2014, during the year under review. Hence,
the requirement for furnishing of details of deposits which are
not in compliance with Chapter V of the Act is not applicable.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORY/ JUDICIAL AUTHORITIES

There are no significant or material orders passed by any
regulator or judicial authorities that would impact the going
concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Company has not given any loans or guarantees or made
investments in contravention of the provisions of the Section
186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company understands that risk evaluation and risk
mitigation is an ongoing process within the organization

and is fully committed to identify and mitigate the risks in
the business.

The Company has also set up a Risk Management Committee
to monitor the existing risks as well as to formulate strategies
towards identifying new and emergent risks. The Risk
Management Committee identifies the key risks for the
Company, develops and implements the risk mitigation plan,
reviews and monitors the risks and corresponding mitigation
plans on a regular basis. The Company has also formulated
and implemented a Risk Management Policy which is
approved by the Board of Directors in accordance with Listing
Regulations. The Risk Management Policy is available on the
website of the Company at: https://rptechindia.com/media/
fileupload/18d. Risk Management Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to sustainable development
and actively pursues a well-defined Corporate Social
Responsibility (‘CSR'') strategy. In line with this commitment,
the CSR Committee has formulated and recommended a
Corporate Social Responsibility Policy (‘CSR Policy'') outlining
the activities to be undertaken by the Company, which has
been duly approved by the Board.

The CSR Policy may be accessed on the Company''s website
at the link: https://rptechindia.com/media/fileupload/CSR
Policy updated.pdf. The Company has identified all the CSR
activities permitted as per Schedule VII to the Act, which
have been specified in CSR policy of the Company. The
total expenditure required to be incurred by the Company
for the financial Year along with details as required under
Companies (Corporate Social Responsibility Policy) Rules,
2014 have been given in Annexure IV.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties during the year
under review were on arm''s length basis and ordinary course
of business and not material in nature in terms of Section 188
of the Act and thus a disclosure pursuant to Section 134(3)
(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company is committed in providing and promoting a
safe and healthy work environment for all its employees.
The Company has complied with provisions relating to
the constitution of Internal Complaints Committee under
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH) and Rules
framed thereunder has formed an Internal Complaint
Committee to redress complaints, if any, received regarding
sexual harassment. All employees are covered under this
policy. During the financial year under review, no cases were
reported under this policy.

Details in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
for financial year 2024-25 are as follows:

Number of complaints received during the year	NIL
Number of complaints disposed during the year	NIL
Number of complaints pending as on end of the year	NIL
Number of cases pending for more than ninety days	NIL

DISCLOSURE RELATED TO MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions related
to Maternity Benefit Act, 1961 during financial year ended
March 31, 2025.

LISTING FEES

In terms of Regulation 14 of the SEBI Listing Regulations, the
listing fees for the financial year 2024-25 and 2025-26 has
been paid to BSE Limited (BSE) and National Stock Exchange
of India Limited (NSE).

INSIDER TRADING REGULATIONS AND CODE OF
DISCLOSURE

The Board of Directors has adopted the Code of Practices
and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Internal Procedures and
Conduct for Regulating, Monitoring and Reporting of Trading
by Insiders in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and is
available on our website. The weblink is: https://rptechindia.
com/media/fileupload/18e. Code of Internal Procedures
and Conduct for Regulating Monitoring and Reporting
of Trading by Insiders.pdf.

CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements specified
in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation
(2) of Regulation 46 of the SEBI Listing Regulations.

The Company has obtained a certificate from M/s. Ragini
Chokshi & Co., Practicing Company Secretaries on compliance
with Corporate Governance norms under the SEBI Listing
Regulations and the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO) certification as required under the
Regulation 17(8) of SEBI Listing Regulations is appended
to the Corporate Governance Report. The Corporate
Governance Report with certificates thereon forms part of
this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI Listing Regulations, 2015,
the Management Discussion and Analysis (MDA) is attached
hereto and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As required under Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report (BRSR), describing the initiatives taken by the Company
from an environmental, social and governance perspective in
the specified format, forms part of this Annual Report.

NO PENDING PROCEEDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There were no proceeding pending under the Insolvency
and Bankruptcy Code, 2016 and that there is no instance of
onetime settlement with any Bank or Financial Institution,
during the year under review.

WEB ADDRESS

The web address of the Company is www.rptechindia.com.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS'' ALONG WITH THE REASONS THEREOF

There was no such transaction during the FY 2024-25.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation
for the co-operation and assistance received from
shareholders, bankers, financial institutions, vendors, dealers,
regulatory bodies and other business constituents during the
financial year under review.

Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives,
officers and staff, resulting in the successful performance of
the Company during the financial year. Our resilience to meet
challenges was made possible by their hard work, solidarity,
co-operation and support.

We thank the Government of India and the State Governments
where we have operations and other regulatory authorities
and government agencies for their support and look forward
to their continued support in the future.

For and on Behalf of Board of Directors
Rashi Peripherals Limited

Krishna Kumar Choudhary
Place: Mumbai Chairman & Whole-time Director

Date: August 5, 2025 DIN: 00215919

1

The Company has made disinvestment of its entire stake of 51%
in Znet Technologies Private Limited, a non-material subsidiary of
the Company, vide Share Purchase Agreement dated June 17, 2025.
Consequent to the said disinvestment, Znet Technologies Private
Limited ceases to be a subsidiary of the Company with effect from
June 17, 2025.

---

Mar 31, 2024

The Directors have pleasure in presenting the Thirty-Fifth Annual Report (First Annual Report after listing) together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

FINANCIAL RESULTS:

The summary of financial performance of the Company for the year under review is given below:

(? in million)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,07,309.95	92,622.51	1,10,946.98	94,542.79
Other Income	163.26	148.39	143.97	146.68
Profit/ (Loss) Before Depreciation & Tax	1,927.11	1,793.4	2,001.53	1,812.96
Less: Depreciation	173.22	152.55	188.79	166.70
Profit/(Loss) Before Tax	1,753.89	1,640.85	1,812.74	1,646.26
Add: Exceptional items	-	-	103.82	-
Profit After Exceptional Items	1,753.89	1,640.85	1,916.56	1,646.26
Less: Provision for Taxation
Current Tax	455.11	431.65	464.29	448.43
Deferred Tax	(29.34)	(21.52)	19.45	(35.60)
Short/Excess provision of Income Tax	(5.76)	-	(5.76)	-
Profit/(Loss) After Tax	1,333.88	1,230.72	1,438.58	1,233.43
Other Comprehensive Income	(40.91)	(35.63)	(39.33)	(32.99)
Total Comprehensive Income for the Year	1,292.97	1,195.09	1,399.25	1,200.44

OPERATIONS/ STATE OF COMPANY''S AFFAIRS Standalone Performance

Revenue from operations for the financial year ended March 31, 2024 was ? 1,07,309.95 million (? 92,622.51 million in FY 2022-23), an increase of 15.86% over the previous year.

The Company has made a profit after tax of ? 1,333.88 million for the financial year ended March 31, 2024 (? 1,230.72 million in the FY 2022-23), an increase of 8.38% over the previous year.

Consolidated Performance

Revenue from operations for the financial year ended March 31, 2024 was ? 1,10,946.98 million (? 94,542.79 million in FY 2022-23), an increase of 17.35% over the previous year. The Company has made a profit after tax of ? 1,438.58 million (? 1,233.43 million in FY 2022-23), an increase of 16.63% over the previous year.

TRANSFER TO GENERAL RESERVES

During the financial year under review, ? 1,000 million has been transferred to General reserves of the Company.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend of ? 1/- (Rupee One only) per share (i.e. 20%) for financial year 2023-24. The above dividend will absorb ? 65.8997 million, if approved at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company''s website at www.rptechindia.com/investor.

INITIAL PUBLIC OFFER ("IPO") AND LISTING OF EQUITY SHARES ON BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

During the financial year ended March 31, 2024, the Company, has raised ?1,500 million by issue of 48,23,151 equity shares on private placement basis and has successfully completed Initial Public Offer ("IPO" or "Issue") comprising of fresh issue of 1,92,92,604 Equity Shares aggregating to ? 6,000 million and pursuant to the IPO, the shares of the Company were listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on February 14, 2024.

The Company''s IPO received an overwhelming response and was oversubscribed by 59.71 times, reflecting an investor participation for the issue. The IPO witnessed strong participation from leading domestic and global institutional investors, NRIs, HNIs and retail investors, which the Board acknowledges with gratitude. The Board also expresses their appreciation for the support received from Regulatory Authorities, BRLMs, Stock Exchanges, Depositories, Legal Counsels, Consultants, Auditors, and the Employees of the Company, contributing to the resounding success of its maiden IPO. The market capitalization of the Company has marked its presence under the list of Top 1000 Companies. As per the market capitalization list released by BSE and NSE, the ranking of your Company stood at 946 and 930, respectively, as on March 31,2024.

SHARE CAPITAL

The Company has raised ?1,500 million by issue of 48,23,151 Equity Shares on private placement basis and ?6,000 million by issue of 1,92,92,604 Equity Shares pursuant to the Initial Public Offering in the month of February 2024.

The issued and subscribed share capital of your Company stands increased to 6,58,99,665 Equity Shares of face value of ? 5/- each as on March 31,2024 post allotment of Equity Shares as aforesaid.

EMPLOYEE STOCK OPTIONS

The Company has formulated Rashi Peripherals Employee Stock Option Scheme, 2022.

In terms of Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (SBEB), the disclosures with respect to the ESOP Scheme have been provided on the website of the Company at www.rptechindia.com/ investor.

The certificate from secretarial auditor M/s Ragini Chokshi & Co. Practicing Company Secretaries confirming implementation of the ESOP Scheme in accordance with the SBEB and shareholders resolutions will be available

for inspection of the shareholders at the ensuing Annual General Meeting (AGM).

Rashi Peripherals Employees Stock Option Scheme, 2022 ("ESOP Scheme 2022") was duly approved by the Members vide their Special Resolution dated September 23, 2022 and further modification was approved vide Special Resolution dated September 29, 2023. In terms of the provisions of the Companies Act, 2013 and the relevant provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the management intends to modify the clause pertaining to Eligibility for Grant of Options which has been approved by the Board of Directors at its meeting held on August 9, 2024, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting for which resolution is proposed in the Notice of the 35^th Annual General Meeting.

CREDIT RATING

During the year, CRISIL a Credit Rating Agency has, assigned its ratings on the bank facilities of the Company, the details of which are as follows:

Type of Instruments	Rating
Long Term Rating	CRISIL A /Positive
Short Term Rating	CRISIL A1

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year dated March 31, 2024 and the date of the report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board has laid down Code of Conduct for the Company''s Board of Directors and the Senior Management as per Regulation 17(5) of the Listing Regulations, which is available on Company''s website at https://www. rptechindia.com/media/fileupload/Code_of_Conduct_ for_Board_of_Directors_and_Senior_Management_ Personnel.pdf

• Appointment and Cessation of Directors:

The details of changes in the directorships during the financial year 2023-24 is given below:

Mr. Prasad Mamidanna (DIN: 01726990) ceased to be Non-Executive Independent Director of the Company w.e.f. February 29, 2024. The Board recorded the sincere appreciation of valuable services rendered by Mr. Prasad Mamidanna, during his tenure as Independent Director of Company.

Dr. Anil Khandelwal (DIN: 00005619) has been appointed as an Independent Director on the Board

of the Company, not liable to retire by rotation, for a period of five years w.e.f. May 24, 2024 to May 23, 2029, the said appointment was approved by members of the Company by Special Resolution through Postal Ballot on August 3, 2024.

In accordance with Section 152 of Companies Act, 2013, Mr. Krishna Kumar Choudhary (DIN: 00215919), Chairman and Whole-time Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment along with other required details which forms part of the Notice of the ensuing 35^th AGM.

• Key Managerial Personnel (''KMP''):

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 ("the Act"), the following are the KMPs of the Company:

Sr. No	Name of KMPs	Designation
1.	Mr. Krishna Kumar Choudhary	Chairman and Whole Time Director
2.	Mr. Sureshkumar Pansari	Vice- Chairman and Whole Time Director
3.	Mr. Kapal Pansari	Managing Director
4.	Mr. Keshav Krishna Kumar Choudhary	Whole Time Director
5.	Mr. Rajesh Goenka	Chief Excecutive Officer (CEO)
6.	Mr. Himanshu Kumar Shah	Chief Financial Officer (CFO)
7.	Ms. Hinal Shah	Company Secretary & Compliance Officer
8.	Mr. Navin Agarwal	Vice-President- Accounts & Finance

• Declarations from Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 ("the Act") along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board of Directors are of the opinion that the Independent Directors of the Company possess requisite qualification, knowledge, acumen, expertise and experience (including the proficiency) in their respective fields and that they hold high standards of integrity. All Independent Directors of the Company have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Familiarization Programme for Independent Directors

Details of Familiarization Programmes for the Independent Directors are provided separately

in the Corporate Governance Report which forms part of this Annual Report. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company''s website at www.rptechindia.com/investor.

• Pecuniary Relationship of Non-Executive Directors

During the financial year under review, the nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company, other than being in receipt of sitting fees for the purpose of attending meetings of the Board/ Committees of Board of the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

9 (Nine) meetings of the Board of Directors were held during the year. Details of the Meetings of the Board are referred in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEE(S) OF BOARD

Pursuant to various requirements under the Act and the SEBI Listing Regulations, the Board of Directors has constituted/reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee. The details of composition, terms of reference, number of meetings held during the year, attendance thereat and other details pertaining to these committees are mentioned in the Corporate Governance Report.

AUDIT COMMITTEE

As required under Section 177(8) of the Act, the details pertaining to the composition, terms of reference and number of meetings of the Audit Committee are included in the Report on Corporate Governance, which forms part of this Annual Report.

During the year under review, all recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The Company has a Whistle Blower Policy in Compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations. A Vigil Policy and Whistle Blower Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. The policy is placed on website of the Company at https:// www.rptechindia.com/media/fileupload/Vigil_Policy_ and_Whistle_Blower_Mechanism.pdf

During the year under review, the Company has not received any complaints under the Policy.

It is affirmed that no personnel has been denied access to the Audit Committee.

REMUNERATION POLICY

The Company has a well-defined Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees. This Policy is available on the website of the Company and can be accessed in the Corporate Governance section at https://www.rptechindia.com/ media/fileupload/Remuneration_Policy_of_Directors_ KMPs_and_other_Employees.pdf. There has been no change in the policy since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal and statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

The Company strives to remain vigilant on the evolving cyber security threat to the Company''s IT Systems. Further, Internal Audit monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations. Periodical reports on the controls in the place and suggested corrective action, wherever required, are also presented to the Audit Committee.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31, 2024 the Company has 2 subsidiaries:

The names and the details of business carried on by the Subsidiaries of the Company are as follows:

1) Z-Net Technologies Private Limited: The Indian Subsidiary Company Z-Net Technologies Private Limited is engaged in the business of cloud services offering cloud infrastructure and managed services.

2) Rashi Peripherals Pte. Ltd. : The Foreign Subsidiary based at Singapore Rashi Peripherals Pte. Ltd. is engaged in Distribution of Information & Communication Technology Products.

A Statement in Form AOC-1 containing the salient features of the financial statements of the Subsidiary companies, Z-Net Technologies Private Limited and Rashi Peripherals Pte. Ltd. Singapore are attached in Annexure I

The Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, consisting of operations of the Company and its Subsidiaries Z-Net Technologies Private Limited & Rashi Peripherals Pte. Ltd. have been attached with Annual Report.

As per the provisions of Section 136(2) of the Companies Act, 2013 the Company will send a copy of Audited Financial Statements of its Subsidiary companies i.e. Z-Net Technologies Private Limited & Rashi Peripherals Pte. Ltd. for the financial year ended March 31, 2024 to any Member of the Company on being asked for the same.

FOREIGN BRANCH OFFICE

The company has Branch office at Singapore. The branch was fully operational during the year with satisfactory performance.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company at www.rptechindia.com/ investor.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Pipara & Co. LLP., Chartered Accountants (ICAI Registration No.: 107929W), were appointed as Joint Statutory Auditors of the Company for a second term of five years from financial year 2022-23 till financial year 2026-27 i.e till the conclusion of 38^th AGM and M/s. Deloitte Haskins & Sells LLP., Chartered Accountants (ICAI Registration No.: 104607W) was appointed as Joint Statutory Auditors

of the Company for first term of five years from financial year 2021-2022 till financial year 2025-26 i.e. till the conclusion of 37^th AGM .

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors and Joint Statutory Auditors of the Company for the financial year 2024-25.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Pipara & Co LLP, Chartered Accountants, and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as Joint Statutory Auditors of the Company, in their Audit report for the financial year ended March 31, 2024 and therefore no comments are required from the Directors in this Report.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company under the second proviso of Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s Ragini Chokshi & Co., Practising Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-24. The Secretarial Auditor''s Report is annexed as Annexure II.

The said Secretarial Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

INTERNAL AUDITORS

The Company has appointed GMJ & Co., Chartered Accountant as its internal auditors to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditors submit quarterly reports on the same.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

COST RECORDS AND COST AUDIT

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

a. Conservation of energy:

During the year under review, the Company worked on various eco-efficiency measures to promote sustainability and reduce its carbon footprint. It implemented the best practices to improve its operations, reduce its environmental impact, and enable a safe return to work (RTO).

(i) the steps taken or impact on conservation of energy: During the year, the Company continued to make efforts to prevent wasteful electrical consumption.

(ii) the steps taken by the company for utilising alternate sources of energy: The Company has successfully started 1.5 MW solar power plant as an alternate and natural source of energy.

(iii) the capital investment on energy conservation equipments: None

b. Technology Absorption:

(i) Efforts made towards technology absorption during the year under review:

Your Company continues to use the latest technologies to improve the quality of services it offers. Digitalisation and adoption of cloud technology, virtualisation and mobility resulted in better operational efficiencies.

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: These initiatives resulted in the rollout of industry-leading solutions across various functions, ensuring a seamless integration of digital technologies to drive innovation and productivity.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): Not

Applicable.

(iv) Expenditure incurred on Research and Development: NIL

c. Foreign exchange earnings and Outgo:

During the year under review, Foreign Exchange Inflow and Outflow are as follows:

('' in Million)
Particulars	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Foreign Exchange Inward
Exports- Goods (F.O.B.)	478.09	561.97
Exports- Services	38.49	41.14
Foreign Exchange Outgo
Import (CIF basis)	38,124.49	37,104.65
Traveling Expenses	4.09	6.02
Freight & other clearing charges	152.94	228.44

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure III.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board''s Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the

aforesaid statement. The said statement is available for inspection electronically by the Members of the Company during business hours on working days up to the date of the ensuing 35^th AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at [email protected].

DEPOSITS FROM PUBLIC

The Company has not accepted any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act 2013 (''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITIES

There are no significant or material orders passed by any regulator or judicial authorities that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has also set up a Risk Management Committee to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis. The Company has also formulated and implemented a Risk Management Policy which is approved by the Board of Directors in accordance with

Listing Regulations. The Policy is available on the Website of the Company at https://www.rptechindia.com/media/ fileupload/Risk_Management_Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Company has always been committed to sustainable development, pursuing a corporate social responsibility ("CSR") strategy. The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at www.rptechindia.com/investor. The Company has identified all the CSR activities permitted as per Schedule VII to the Act, which have been specified in CSR policy of the Company. The Total Expenditure required to be incurred by the Company for the financial Year along with details as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure IV.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties during the year under review were on arm''s length basis and ordinary course of business and not material in nature in terms of Section 188 of the Act and thus a disclosure pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board''s own performance, Board''s committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2	Independent Directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3	Board, its committees and individual directors	All directors	Board composition and structure, effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. The Company has complied with provisions relating to

the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder and formed an Internal Complaints Committee to redress complaints, if any, received regarding sexual harassment. All employees are covered

under this policy. During the financial year under review no cases were reported under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

LISTING FEES

In terms of Regulation 14 of the Listing Regulations, the listing fees on the date of listing i.e. 14^th February, 2024 and for the FY 2024-25 has been paid to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is https://www.rptechindia.com/media/fileupload/Code_ of_Internal_Procedures_and_Conduct_for_Regulating_ Monitoring_and_Reporting_of_Trading_by_Insiders.pdf.

CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

The Company has obtained a certificate from M/s Parikh & Associates, Practicing Company Secretaries on compliance with Corporate Governance norms under the SEBI (LODR) Regulations, 2015 and the Chief Executive Officer (CEO) certification as required under the SEBI (LODR) Regulation, 2015 is appended to the Corporate Governance Report.

As per SEBI Listing Regulations, the Corporate Governance Report with Certificates thereon and the Management Discussion and Analysis Report, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of Listing Regulations, 2015, the Management Discussion and Analysis Report is attached hereto and forms part of this Annual Report .

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required under Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and

Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective in the specified format, forms part of this Annual Report.

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

WEB ADDRESS

The web address of the Company is www.rptechindia. com

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no such transaction during the FY 2023-24.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, vendors, dealers, regulatory bodies and other business constituents during the financial year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the financial year. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

We thank the Government of India and the State Governments where we have operations and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.